Mad Men S2E10: “The Inheritance”

“I Hear a New World”

By Colin Hart

8.7 / 10

The ending of “The Inheritance” is the exact moment when Mad Men goes from a (very) good TV show to a truly great TV show — Don Draper sitting in a plane bound for Los Angeles, smoking a cigarette, looking pensively out the window, the whirring melody of “Telstar” by The Tornados filling the soundtrack as the sun strikes his face.

It’s one of the greatest songs in music history, and also one of the greatest musical cues in TV history, yet the two aren’t mutually exclusive. “Telstar” represents a fresh start, a new beginning, a broadening horizon, not only for Don Draper but for Mad Men itself. It’s a true turning point for the series — Mad Men is now ready for takeoff.

But even though it’s a perfect marriage of sound and vision, the greatness of “Telstar” can’t hide the fact that “The Inheritance” is one of the most inconsequential episodes of the series.

Mad Men The Inheritance - Telstar

Don spends most of the episode emasculated. He accompanies Betty on a visit to see her ailing father, Gene, who recently suffered a stroke. Forced to keep up appearances with his estranged wife, he’s also forced to endure the harsh criticisms of his father-in-law. No wonder he leaves for Los Angeles at the end of the episode. It’s why “Telstar” is such a triumphant conclusion.

However, everything that comes before pales in comparison. As if spending time with Betty’s extended family wasn’t bad enough, “The Inheritance” also decides to bring back Glen Bishop, the weird 11-year-old kid who lives down the street. His strange, sexual obsession with Betty is awkward as fuck, but Betty makes it even weirder by taking comfort in his perverted company.

Of course, Betty is put in some very strange psychological situations this episode, so we can’t really blame her. Her senile father grabs her tit, her estranged husband rubs her back and an 11-year-old boy holds her hand. In the meantime, she cries in the arms of her childhood nanny, and re-elopes with Don on the floor of her childhood bedroom. It’s a surreal sequence of events, but I don’t think it was intended as such. A better way to describe it would be ‘sloppy.’

Glenn Bishop talks with Betty Draper in "The Inheritance"

For the most part, “The Inheritance” sets up season two’s endgame by taking care of all the superfluous sub-plots that have been left by the wayside. That includes Paul Kinsey acting fake “woke” and Pete Campbell clashing with his high-society mother. In comparison to Betty and Glen, it’s a breath of fresh air. But still, it’s nothing to write home about.

Apparently, in order for us to have a Don-dominated conclusion, he needs to first be treated as an afterthought. Considering the greatness of the final three episodes, it’s a necessary trade-off.

When the whooshing sound of “Telstar” finally graces the soundtrack, it’s as if we’ve been set free. Like Don, we’re whisked away to new horizons, graciously leaving all our troubles behind. As I said before, this is the exact moment when Mad Men goes from good to great.

It’s also the exact moment “The Inheritance” goes from bad to good.

Mergers & Acquisitions

  • “Telstar,” produced by Joe Meek and performed by The Tornados, was one of the first British rock songs to top the U.S. charts. The instrumental signified a sea change in music history, opening the door for the British Invasion, but was also very influential in its retro-futuristic sound, complete with electronic clavioline. It’s the perfect song to signify the changing times, and the perfect transition for Mad Men‘s new era.
  • Originally, Pete and Paul were slated to attend an aerospace convention in L.A. on behalf of Sterling Cooper. After Don is once again kicked out of the house by Betty, he makes the last-minute decision to replace Paul on the business trip. Joan Holloway, who is once again working as Don’s interim secretary, relishes the opportunity to humiliate Paul in front of everyone.
  • Paul was fake “woke” before that was even a thing. He seems to be dating his African American girlfriend, Sheila, only to appear progressive. He also tells her that he can attend a voter registration rally in Mississippi now that he’s “chosen” not to go to California.
  • Pete’s mother threatens to leave him out of her will on account of Trudy’s wishes to adopt a child. He later laments this fact with Peggy, although he still doesn’t know she fathered his illegitimate child. Their dialogue is full of double meaning.
  • Mad Men masterfully builds the sexual tension between Don and Betty as they undress before going to bed. She joins him on the floor to re-consummate their marriage. When they return home, however, she kicks him out again, saying they were “just pretending.”
  • First appearance of Allison, Sterling Cooper’s new receptionist, who has a crush on Mr. Draper.
  • “The Inheritance” was written by Lisa Albert, Marti Noxon and series creator Matthew Weiner, and directed by Andrew Bernstein.


  • “Nothing’s changed. We were just pretending.”
  • “It’s not easy for anyone, Pete.”
Mad Men S2E10: “The Inheritance”

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